Transcript
Oh same thing song Forever. You're you're the head of creative here? That's true. I don't yeah I don't find the theme song. Very creative, how about that? That's my Fiat live. From the 2025 ESG All-Star Game. Oh, starring the ISS mascot proxy, the foxy. It's a business pants Friday show here at March 14th Studio's whoo almost spring. I, Want proxy. The foxy merch. Featuring analyst home at mascara. That's Matt on today's weekly wrap up. Sam Altman wants free popsicles for life or the world will end. Eminem's soon to be monochromatic. And ISS is bored and lonely without Nelson. Pelts, no. Oh Our show today is being sponsored by free flow, analytics.com. The only platform measuring Board power connections and performance for free. Even though the free Parts not even that important, I know that's the part you care about. But I, I'm actually interested in the fact that it's the only platform measuring board power connections and performance. Oh, so that two ways you can. So you like the only and I like the phrase. So really, this is just like an adjective adverb debate. Well, after using this, for several months, I would have to pay for this data, if it wasn't free anymore because I rely on it. Consistently, here's what I look at, I look at overall percentages for the board members, my specialty interested in their earnings and their TSR averages, but the influence number. That's the big one. That's the one I can't live. Without I need to know. Which director's I think have the bigger impact in the boardroom when I'm making decisions about vote recommendations. I just want to know these. I mean, we have access to like the good people have free. Float analytics gave us access to all the data, which is, which is great. But when I use the platform, Though number, I always check first is when you go in and you look at like the network tab, like for the for the when you're looking at a company, it basically shows you the percentage of directors that are connected to one another. I use that. That's like the first thing. I always look at like how many friends do these people have in common? I use that every single time I love it. The only problem I'm seeing is that I'm once again, I'm checking the the New York Times, They have an article Last week called these words are disappearing in the new Trump Administration. My only issue that is that the platform the database uses three. Of those words I'm seeing gender. Oh no diversity know and and female. Oh. Yeah, they don't like female is that one of the words that they actually got rid of female and female? First of all, it's not how you use female. You don't say females, female, you use as a adjective. So The Trump, the Trump friends are idiots. Females. Well, look, grammar, wasn't the strong suit, but, but I think what they're saying is, they're afraid of more than one of them, right? Okay. That's what so, all just saying, you might be right. Because while the word women is on that list woman is not on the list, right? Because it's fine to be one control. If there's like 20 men, and one woman is man on that list or men stop just well, you know, the only mention of the word men, believe it or not. All this is true. And again, find this in New York Times, the only reference of men is this that don't want using the phrase men who have sex with men. That's true. I remember that, which I don't remember anyone ever using that phrase at the beginning with, but whatever, it's fine. Well, somewhere, someone must have defined in like an NIH paper. Like, like, we did a study involving gay men. And then they wrote men who have sex with men like that, like, they Just wanted to clarify. All right, let's do this story of the week, baby. Make these good. I want a good I want. Like these are important stories this week with no particular order. Actually, let's start with let me get out of the way first. There's always gonna be a Tesla story. Know, Elon Musk hate it, but these headlines were compelling. I have a bunch of them under the same theme Tesla's Fall From Grace, may have no equal says, JP Morgan quote, we struggled to think of anything analogous. I like that one. They also a few more headlines in that in that Geist. Morgan Stanley's Auto analyst polls. His clients on what they think of Elon Musk the results make for Grim reading ya Tesla's. Reputational hit while Elon Musk works for Trump is unprecedented JP Morgan says and finally. Trump declares Tesla boycott, illegal and vows to buy a new car from Elon Musk in solidarity. One. It's just Plus one. The only way this works is that if every Maga person Suddenly by his Tesla because you're only making it worse Trump by buying where you're only turning off more Tesla car. So we know that that's less than 50% of buyers though. So like so just the math is still not in their favor, but I I wanted to get I was looking for a way to put JP Morgan in as holy is. Because there there's a they put out basically a sell-side research paper that said like there is no an out analogy for Tesla's fall. This is this is unprecedented. Elon Musk is destroying this company. He was the gist of the entire cell side paper and know the fundamentals, don't don't match the price anyway, right? Because it trades it like 140 multiple instead of what everybody else trades out, which is like a 10. So even if you considered it a tech company it should be trading, Nvidia trades at a 40. So you should be trading it like at roughly a third of the current price at best if you're lucky right. So I wanted to find a way to make JP Morgan in the asshole and say like, well you guys were all in on this like on musk like six months ago and the Trump bump and all that except JP Morgan, was the one that was out on it? Know, they, all they, they had they wrote a report and like July of last year, saying morning of this situation, they warned that this is not sustainable this price. They had price Cuts. Then I have to imagine that they voted for every director so that, yeah, that's what I was gonna ask but yet, but yet they probably supported the entire slate of directors. I'm sure they voted for every single director but they all said that this is unsustainable. So I don't know what to think. I didn't know what to think the other store. That's the top story of the week. The other big one that was trending yesterday. First first, this one open AI, urges Trump Administration to remove guardrails for the industry. Oh yeah. No, that's an idea. That one. Absolutely, right in me. I I, that's crazy. Of course, the I mean, he even need to ask the Trump Administration to remove guardrails and that's all they're doing is removing Garden. Reels for everything, right? So, but but then like a mere hour later, this other headline, this is all Sam Altman, complaining about things open, AI declares AI race over If training on copyrighted Works isn't fair use. So basically what he's saying is that if you don't give me access to everything, everything if I can't steal everything, then essentially China will win and in the world will be over. As we know he's basically doing the Mark Zuckerberg he's threatening that if you don't let me have complete and utter dominance. But they all do this. I, you know, like, who's they all? You mean in the tech industry? Okay, well, you know, Marc Andreessen. Like Manifesto is techno Optimist. Manifesto effectively is like, everyone needs to stop having rules so that we can win every weekend, they pay. Why can't they pay the for the works that they're using to train their AI? What there's a they got a boat load of money over make less money like that. Like that's right. So actually Sam is flying. He they can still beat China, they can beat deep sea. They just that he'll have less money in his pocket. That's the whole takeaway. Yes that's he wants sold the money others. Other disturbing AI headlines this week to go along with that. Grab co-founder Anthony tan. I'm already disturbed by that. Grab grab co-founder don't like a company named grab no says He says quote human who don't Embrace AI will be replaced by AI. We're already there man 2025 we're already hearing statements. Like that from the founders of tech companies. That's pretty crazy. Yeah. Okay, well you should just bear hug your doom. That's what you do. Alibaba releases, AI model that reads emotions. Oh, I don't like that at all. A new wearable from dating app, raw promises to track. Your partner's emotions in real time. Okay is emotions? Do they did, they meant to write sexual urges there because like, that's clearly what, the like, I can only picture Men going to buy a wearable to give to their girlfriends. Yeah. Where it says whether in the mood for sex, that's the only way that I feel like that. That's really designed and how about this one. The entire internet is being polluted by AI slop about the headline. Well, I don't really know what that means is what I think it means that we're not far away from knowing like, what anything is anything is real if anything's created, by humans, if anything's been vetted, if like anything means anything, it's just gonna be a bunch of AI content. I suppose. That's my second story of the week, mostly centered around Samuel and kind of Begging for more power. The first story was Tesla's Fall From Grace, third story, along the lines of Sam Altman asking for deregulation. The EP I guess we saw this one coming but the headlines are making the run this week EPA. Launches biggest deregulatory action in US history. I saw that EPA Chief says 31 actions being taken to roll back environmental regulations. Most of the actions are will include regulations on power plants, the oil and gas industry, vehicles and Wastewater. Those are all things I would really feel comfortable if they were regulated. Yeah really. I'm honestly like especially the last two vehicles and Wastewater like I don't know. I I every time I'm on the highway these days you know now they make cars that go a hundred miles per hour effortlessly I kind of want that shit to be regulated and all. So I mean Wastewater. I mean I want the actual ship to be right. I want seems like a no-brainer to me. And finally figured that out in the year 1000 BC Downstream. Yeah shit bad. I have I have nightmares of what it would have been like to live in cities like New York and Boston before like 8700 where they're just jumping things off balcony. He's like I have nightmares about that. Finally, and I'm including this one because I'm patting myself on the back, I think I made this prediction earlier in the year, but already here's the headline CEO. Pay is surging, amid a roaring bonus rebound. A few other headlines that go along with the story, skyrocketing CEO, pay. Can lead to huge, corporate culture, problems, and whistleblowing employees. I never thought of that perspective, but I appreciate that. And also CEOs are the gloomiest. They've been in over a decade. So they're all having a sadly, they all supported Trump. Is now causing, you know his brand of chaos, which is what he does. That's his brand and now they're all sad because they don't know how to react. They're all, they're all they know. They're all, you know, they don't know what to do. Should you get paid a massive bonus? If your glue is that just to make you feel better, like your gloomy. Here's some money. Is that what that is? That's that's the, the discordance that is, is the most frightening. Here is a there, they're worried things are bad, there's chaos. They don't know how to make decisions. And yet, you know, their page is going off as long as pay goes out. So, those are my four stories. What do you think? Um, so we got Tesla, the stock fall, the EPA regulation, open AI once basically man, baby regulations like everybody else China. Although yeah to ask a lot of Americans these days, they probably would be happy with China taking over some of our systems in America. Now, after what we're seeing Doge and Elon Musk do, I'll be honest. I want to be by D car. Yeah, I do too. I mean those cars look cool and they're like like half price of everything else. And then, CEO pay is surging. This one. Sorry, this week there's so much content around Tesla stock fall. I'm always but I but I don't think it's like, do we go back up? Its I mean it's a meme stock so it's gonna bounce. Yeah, of course. So I don't buy much into the Stock fall and well, or it's not about the stock fall that I picked those stories. I think it's about finally. People are sort of catching up to the narrative. I don't think so. I don't think so. I think if the stock goes back up, the narrative goes away, they still vote in every single father. That's the thing that's a me. Is that now more than ever, I would think analysts like, at JP Morgan, Morgan Stanley, would would demand aboard that just provides even just adequate oversight. Even if it's not all star board members, just just, but just an independent level of oversight would be nice. I mean, that we ousted Jack Dorsey for less than like, it was multiple activists demanding that he, because he's the CEO of two companies that he and wanted to go to Africa that he gets fired. What are we talking about here? Like this is, this is this is dumb. Like it's and if the stock goes up, everyone shuts up again. Um, the CEO pay surging. I'll come back to in the asshole. Yes. It sounded open Ai and EPA to me. And I think the EPA Like EPA, I'm also going to come back to a little bit but the EPA basically changed its Mission like it's it's I don't know if you allowed don't live in the United States EPA stands for Environmental Protection Agency. Yeah. That's it. That's the mission. It now is has changed itself to allow like gross waste water and oil spills. Like that's now the new Mission. I don't, I don't really understand and then um, open AI. Basically doing the same thing. Every I'm gonna go with EPA, that's what I'm gonna go with. I think that's the right answer, really? Yeah, I'm gonna go with the EPA. I usually wouldn't choose EPA, as the story of the week, but I do think like well it's, you know, it's one thing, the Trump Administration when you're talking about guardrails like asking to remove guardrails, I'm pretty sure the Trump Administration is doing that anyway, but they're even like I think they fired anyone who's last name is guardrail, like they're just everything that email Yeah, well, we met with David females, being fired. Now listen, and the reason why I include the story because we, you know, we try to stay away from the there's 25,000 podcasts and shows that cover politics like this. But I'm just looking at the perspective of, and this is how I framed this error for the last few months is that this is all about cea, CEO power grab, right? Yeah, every Everything Trump does is just pushing more and more power into the hands of CEOs. It not just Elon Musk put really all of them, right? But now, there has never been a greater case for investors to actually. Like, now you're the buck stops with you. I would think now. Absolutely. I think now would absolutely be the time that you would, you would spend. You would really slow down and scrutinize your favorite board members. Like, you have to know the stakeholder impact of this. Like, if people are getting cholera because Wastewater is no longer regulated, that's A major risk still going, I would call that a risk. Trust me if you go to the annual reports, the 10K, you're gonna see those risks already listed there. So Trump is just enabling these companies to make massive mistakes that could put huge Targets on their backs. It not to mention that you're taking a short-term bet that. In two years, the Congress, the United States doesn't flip or in four years there's not a president right like to and then the regulations come back and all these companies have done really heinous or like laxidasical shit in the interim. Well, yeah, I got legitimate liabilities. I had a realization yesterday and I'm sure I'm not the first person to think this since I'm like, now seeing this is the era of the CEO. Although one would make the case. It's been the era of the CEO for like, since the Gilded Age, but it's different, but clearly, the power of CEOs is increasing at an alarming rate, but but I realized yesterday that our next president probably will be another former CEO Mark Cuban, that's my guess. Oh, I mean, I know I actually I am fine with Mark Cuban. Being, I looked, there's a list of people. I'd rather have, but I'm fine with him over over many over, especially our current Administration. I'm, I'm just saying like, I think we're just Going to start, we're gonna start handing the reins to different CEOs for the next 50 years because they have the most, they have the most spending power. They had the most friends with spending power that they had the most influence that they as you were talking about earlier. I think earlier this week, just the amount of sheer corporate board members and CEOs that are on non-profit boards like they control. Thoughts in America, right? They control corporate thought, they control non-corporate thought, education board, wherever artboards. So, I just wondering if this just means, we're gonna have a bunch of CEOs as president. I just think anybody who's checks and balances in their lives are just their friends, right? Like people, they know like their networks effectively. I think that's the wrong model of governing. I don't think governance should be in the purview, like I can tell you that if I put my friends in charge, like if I like, did my ran my life and then like had them, you know, look at my finances to make sure everything's okay. Not one of them would be like Telling me to you know go like they're going to fire me from running my life. They would all just kind of be like fine. Yeah, I guess it's your life. Intentionally just to me. You're just increasing the inevitability of high-risk situations and like, like I see you like you're leaving your riding lawn mower on. Yeah. For sure, right. I don't have your friends are telling, you know, your friends care or telling you to not do that. Or right. So just like I guess Matt leases lawn mower running. This is why you need oversight. It's just helps you avoid risks. That's mostly lawn. Mower bass wrists. All right, let's go to good list. You go, first you go first. I've only got one. Well. Go ahead. It's one with three headlines to back it up. Sure. My goodly is to the week is judges right judges? Okay. So last time Trump 1.0 that the Deep state was like the like the bureaucrat right? Like the nameless government bureaucrat who effectively was doing their job. Regardless of what Trump was asking them to do. They just showed up and they did their job. This time around. These are the headlines. Elon Musk must turn over records and answer questions on what he's doing at Doge. Judge orders will on her feel do that. Yeah, go ahead. The Trump Administration must bring back thousands of federal workers fired by Elon. Musk's doors, judge rules and president Trump's SEC allows woke shareholder, proposals nlpc denied. Like, yeah, I I actually picked up very same headline as one of my good lists. I mean, these are like, the one. I had a giggle over that one and nlpc being the national legal policy Center. That that is the the Kingpin of anti-wolf theater a shareholder proposal theater at public corporations. It just Seems like when there's somebody who's like, reads the law and like, understands the rules, not everybody is Elon Musk who says the rules should not apply to me, like the vast majority of us, well, apply to us and read those rules, and judges have some power. You know what, I'm starting to realize that maybe he's saying that because he doesn't really understand the rules because because he's making these decisions, not only a place like the Department of Education. So Social Security. Now, he's at the what the National Security Center, you know, like the FBI type of, what's the national somewhere? He has no anything, but any of that stuff like, know why are you asking this guy? It's like, seven guys. He met on Twitter. Why should he follow the rules, man? His understand the rules? Yeah, but the rules don't like when you have 100s of billions of dollars at your personal disposal, the rules, you do not think the rules apply to you, especially for two people, Trump, and musk their their like, they're so depend. See, there's sort of sweet love together is the fact that their inclination is to never follow a single contractor rule that they set and Sue anybody who they don't like, that's the only thing that they ever do. Trump is a long history of breaking every possible contract. He's ever been in taking on too much debt. Breaking every contract, declaring bankruptcy when it's expedient to him and like short, shifting everyone, he's ever worked with me while, you know, on musk. What did you do? When he got Twitter, he fired every employee. He didn't pay his rent, he didn't play the vendors. It's doing the same exact thing. This is the pattern, the pattern is like like once you have the pat once somebody like a personality enough and you have the power you don't have to follow a single rule now that. Yeah, I don't the person. I'm now surprise that is not part of the administration is former? We work failure. Adam Neumann. I wonder why he's not involved with Trump. Oh Okay, here my good list. Now, I'm, I'm endeavoring this year to when it when I can when I when I find something in alignment with the Trump Administration, I I pointed out See, I'm trying to cross, okay, turn across aisles. I'm trying to be trying to be fair and balanced here. RFK Jr. Pressures, big food to remove artificial dies in meeting with CEOs. I don't have a problem with that. Yeah, I can't wait till Maga Americans. Start buying Halloween candy and it's all like, no. It's all around monochromatic. They're gonna be so angry. They're gonna be so mad when they realize what RFK and everyone. All their friends are dying of like whooping, cough and measles and they're gonna be like, what the fuck did we elect here? What's happening? Hi Skittles. Are white. Are you excited? Like I don't know if you're Christian, but are you excited for Easter? If I'm Catholic, like, like, I'm talking to our listeners. I like I don't know if you're Christian or a Catholic but you die Easter eggs using like read like oh what about beet juice? Nothing stays like beet juice. Yes, you have a bunch of reddish eggs. That's all you could do. That's fine. And then I'll wait to get to my best. Good list Starbucks. CEO defends companies zei. Practice is they are key strengths of business. That's what? What And finally this, I mean these two headlines Costco. Geez Costco is looking is the first headline, Costco is looking like the big winner after targets Dei rollback. In fact, I myself I've been talking to Jesse the money Whisperer. She's basically been submitted to. I'm switching my allegiance to Costco as much as I don't want to go to the big scary store. I'm gonna do it. I'm not gonna go to Target anymore but listen, this headline Matt Costco workers. Now officially make 31 dollars an hour. Wow, and can expect raises for the next two years. What is going on at Costco? Matt, this is crazy talk, I seriously need a job at happening. I'm like, I feel faint like they're supporting Dei and they're paying their workers are living wage. Like I don't understand anything. It's Costco real. I why is Darren Woods, not swayed cost. Go. A Costco investors. I mean that's so that's it that works out to a gross salary of 64 ish thousand dollars a year. Yeah. Which in which, in a lot of these cities that we live in is still barely enough to afford a nice home, but but it is a it's a great but I mean there's a Costco near us like you could live a life on a Costco salary now, right? Yeah. But I also read the Hartford has a hot real estate market. So this price, this homes are the price is going up quickly. So they gonna need that money. Everybody wants to move to Hartford. Wow, I'm not judging the articles I read. Anyway, those are that there's a bunch of good least. I I'm gonna go with Costco as the good list here. I'm gonna go with you because the judges are great, but they're, these are all temporary rulings. I'm sure they'll find a way to roll them back as an asterisk though. I we, I do love that the national legal policy Center is whining about Trump's sec. I just love it. Yeah, it is good, it is, it is fun. All right, let's do it. Holy is, come on. All right. I have mostly headlines here. Um, all right. So so first up and this is in no particular order, I'm going to do the short one first, which is sycophants. Here's four headlines. Yeah. Meta uses Elon musk's X algorithm for its new community know. Okay. Part of this world that drives me, insane and especially it's like centered on people, like Elon Musk and Mark Zuckerberg. It this these new community notes that the X me Elon musk's X. The algorithm that they developed is like it just started like they've had no time to study its effects to study the efficacy study. Anything that what are we doing? What are we doing? Stop it drives me crazy. Drives me crazy about all these college dropouts of drives me absolutely crazy. The reason why I'm choosing this is can you suck up to musk and Trump more than like, you literally are copying is algorithms like yeah. And the age of the most Trump suck up, have Zuck ever created anything, so every idea he's had like, that's mad money. He stole from somebody, that's there are so many recall stories about all his products, not just Tesla, but like, exploding rockets and boring tunnel failures. I don't mean, I don't even mention them anymore. There's so many of them both suck and musker basically, stealing mooches for the most part, like they, these These steal from everything. Like, there's such suck-ups. It's unbelievable. How about this headline, open, AI or just Trump Administration, and remove guardrails for the industry? That the reason why I chose that is a suck-up is because of this headline from 2023, open AI, Sam Altman, urges AI regulation, in Senate hearing. So when it was expedient for Sam Altman to go and he had to go in front of, you know, Congress and testify about AI. He was begging, the Biden Administration for regulation because the Biden Administration was talking about regulating AI. So he's out there being like, Oh, we really need regulation. I'm begging for it, we need to craft it, we need to craft it. Well, we need to save Humanity from us. Effectively is what he saying. We made fun of them for it and now he saying, oh, we should have no regulation because this is the party of no regulations. So they just say. It doesn't matter. Who's there? They're just gonna say whatever it is, anyone wants to hear what a bunch of fucking suck UPS. These people are. Here's another one. Yeah. Um, CEOs say they are losing faith in Trump. I don't trust what that what he's said. Today will be true tomorrow losing face. This is a new thing really. Guys, this is you're the ones who are all backing him 20 minutes ago. Like, like all the CEOs, uniformly were pro-trump because they wanted less regulation. They wanted out, like all the, the Trump bump in the stock market was everyone expecting all this growth and now you're like, oh, we're losing faith in him. We don't know what he's gonna do, you never know what he was gonna do. You guys are fucking suck UPS before and now you're paying for it now. Um, yeah, here's the one, you missed. Uh, just just this week although there was another okay, for I'll start with one that happened last month, Milani Trump signed up. Are you ready for this man? Melania Trump. Melania Trump signed up 40 million dollar content deal with Amazon last month and now, this week is reports that Jeff Bezos is buying the entire Apprentice series. Don't try a princess series from like 20 years ago, so Jeff Bezos two doing everything he can to suck up to Trump not to mention that when they play the million dollars watching then knowing how he governs now, It does that actually make him look better or worse? Like him, going, you're fired. He just like he shows in federal employees for no reason. Yeah. Yeah, anyway. All right. So number one. What else? Sick of fans? As hole. Number two, CEOs. Like look all and most really this is another way of me getting at investors because they are voting for pay. You love getting on committees I love getting it an investor. But but you talked about CEO paid surgeon here are headlines of CEO pay surging, okay? Moderna CEO, Stephen Bunce Stefan. Bonsall scored pay bump in 2024 despite Revenue Decline and missed sales Target. Real estate company Colliers gives CEO stock awards valued at 48 million after concluding. He was underpaid Cardinal Health, CEO, pay climbs to 25 million median, worker pay dropped. Us Bancorp, CEO, pay increase 14% in 2024. This is the real game. The next c-suite, here's the headline. The next c-suite pivot is from Dei to Doge mindset, and Leadership roles are in it for for a shake-up. What's really happening is CEOs? Now, have carte blanche, the Doge mindset is fire. Everyone, keep the money. That's what that's what's. Literally. You're cutting staff. You're, you're like, removing all your Dei stuff. The Dei is basically a hit to labor. I might be one or two particular cohorts of labor, but it's a hit to labor and labor rights because you're removing their rights to actually like a marginalized people's rights, actually improve their station in life. You have carte blanche to fire everyone. You work for and now that you're all gloomy, because the economy that you helped, get this guy elected, the economy that you don't like so much. Now, you actually have just Vacation to cut staff even more and take the Doge mindset. Yeah, notice. How everyone's pay is going up. They're gonna, they're gonna fire for, for quote-unquote performance, but they're not going to tell us how they figured out that performance was bad. Correct, where is the measurement? Like, when you're, when you're when you're seeing or your median? Worker paid dropped at Cardinal Health? That's the headline, right? Why, why did the median pay drop for the median employee? Did they do a world job? It could be no justification for that because there's no special as Americans. We know that the price of everything is going up year after year, there's there, it's justification. It's purely a money grab and, you know, like every dollar that the CEO makes they're taking from a shareholder, right? Like you're the owners of the companies You own the stock. Where are you? It like you could literally say no to every PayPal. In fact, this year, my advice would be say no to every pay package unless it dropped from last. Let me pick you back on that because I'm covering this on, we have another show called the proxy countdown which is a more sober. Look at the things that we're talking about less corny jokes. Like we do on these shows, but I'm covering the pay raise at CBR E Group and this is how they're doing it. Matt, and this is why I would suggest that you vote against pay and compensation committees the members because this is how they do it. This is the magic bulshit they, they raise all they very quietly raise. All of the discrete elements of the PayPal packages. So they boost your salary, they boost your annual bonus, Target, they boost your Equity Target, and and then magically somehow the CEO is now eligible for for, I'm looking at CBR e now he's eligible for eight more million dollars essentially. Just because they've Sweet. They've tweaked the elements, right. And all this, despite the fact that the company, they missed their annual, tarp perform financial performance targets last year, they missed their core EPS Equity Target. They missed their target, TSR Equity, award Target, they missed everything and yet they've tweaked it all up. They've just kind of quietly because they're because what they know was that investors either aren't paying attention or won't pay attention because as you're gonna cover ISS later in this show and on the proxy content. Is that cover up next? Is that I like entities, like ISS just ref. Pay attention like they're sitting on their hands. Well, you pulled something brilliant that we've been covering on the proxy countdown. He pulled this a bunch of times which is if you see, you pay is incredibly complex on purpose, right? Like it's got so many elements and it's got so many levers and you could spend a day on every CEO's pay package. It's still not totally understand what's going on. And there's no way you can cover everything in your portfolio, right? That's why people hire ISS or an equilar or whatever. To look at CEO pay. You pulled this one thing in the shows that I thought was honestly you could just vote on that and it's that the vast majority of CEOs are given a whole bunch of equity grants, right? Well, they get bonuses and it's always in the form of equity some long, some short term. The way they structure. Those bonuses is they set a floor that they say, effectively what you've started noticing is if the CEO performs in the bottom quartile for their peers. Yeah, they will only get 75% of their bonus, right? Imagine being anyone else anywhere else. And, and being in the bottom quartile of performance, for whatever it is, you do. Let's say you're a bricklayer and you laid bricks the slowest of everybody else. Yeah, they would never pay you. 75% of a bonus that they, that they said you could be eligible for. I remember getting jobs in, like our, our friends, our colleagues, I know people who got zero bonus because they were considered bottom performers, they were super upset about it. They were like, it was really like a bonus day was always tough, you know? Like Fully 25% of your friends got like nothing for their bonuses and you look around at like the top performers, and you'd be like, oh, they're not a fucking top performer, how they get so much money and everybody argues about everything. This is mandated in their own pay packages that the CEOs can underperform by, they could be the worst of the worst and they will still get 75% of their pay. I understand how and individual investors might miss this new ones, but but I assess should not be missing this. Correct, that this language from NASDAQ CEO, Edina, Freeman's new employment agreement. Could you talk about, you get 75% of your Equity award for just sucking for being the worst. Yeah, this is in her new employment agreement that her Target Equity. Award quote will not be less than 50 million dollars. It will not. So again, so if you, if they underperform everyone, she's still gonna make Ton of money just for just for sitting in the chair. It's it's unreal. You know like it was easier. Where's the incentive to perform? It was easier when they just gave him cash. Give them cash might be right. Give him cash based on. Like you could make as much as 50 million dollars in cash this year. If you hit all these targets, if you don't hit these targets, you don't make 50 million dollars in cash. You can make as much as zero, right? Like, isn't that a better incentive? Now if you just have cash on you. Yeah, and by the way, when you, when you look at the nature of the stock market and how things will go up for no apparent reason, then yes, I think you're right. My cache actually might be the best. I mean, I'm talking about summary comp. I'm not even talking about realized comp because we talk about realized cop, you're talking about exponentially more in many cases, right? Like that's how billionaires get formed, they they get 75 years. The worst performer for by every metric you get. 75% of your, your bonus, and your bonuses. Like millions of dollars that bonus comes in the form of cheap options stock. So your stock at a lower price than the market that you have to sit around for three years to get now. CEOs, when they hand pick their boards, They're gonna sit around as long as they like, for the most part unless an activist walks in, which is a rare enough occurrence that, you're not that worried about it, you're going to get that. You're going to get that vested option. And even if you get fired, most of the time, they fire you and that, you know, forward invest your options. They give you all your options to get you out the door, which means You got cheap options. So they're already in the money. When you're three years goes by your actual pay for being in the bottom quartile of performance for a given year is two, three, four times. What you actually? Like what they write down. So not only were you in the bottom quartile but you're getting 4X Returns on your own pay for nothing for being in the bottom. Quartile you could be the worst imagine if they did that in sports. Imagine if like the worst player in sports joined a team and they paid them like massive bonuses, like massive bonuses, every single, every single year, regardless of how they performed on the court like, and it would matter, right? Because it just doesn't matter even. Yeah, because if you're in the bottom quartile sucky, you still gonna get a nice bonus. So, again, where where is the incentive? I mean, it was one of the great polls. I think you've ever done in the proxy. What else he got all for us? Holy is. Last thing on us. Holy is not gonna dwell on this because I have a deep analysis in the proxy countdown show. That's going to go out later today, too. You can go get that but I SS. Okay, why I say Yeah, in the obvious, why? But it very, very simple reason why this week do you? Member Nelson pellets and the activists last year, two? I remember. Yeah, I mean, remember it? I don't know, months on it. I don't know if anybody else remember it. But last year, a guy named Nelson Peltz took out an active mistake in Disney and nominated himself and Jay, rasulo to the board. Blackwell's the second group nominated some people to their to the board also, but Disney was like, in a battle against activists for board seats, right? Yeah. I assess put out a report and I have the report from 2024 a 32 page, 33 page report and which their recommendation was you vote a withhold? Not against, but withhold, his basically against, right for the purposes of counting. Yes. With hold on Maria laga messino only one doctor. They chose Only One Direction. Okay. They had all these justifications for it. The justifications fall effectively in just a couple of buckets. She's the shoes, the longest tenured under 10 years, Eight years at the time and she's still on the board. Now, she's still on the board now, so she's still under 10 years still, which still long ten years. Yeah, it's and she still the longest tenured, but she was long tenured. She was involved in some, some pay egregious, pay, they used the word, egregious, and which she overpaid some CEOs, she underperformed by according to health, his own TSR calculation. I'm fine with all this. By the way, it sounds and reason to get rid of her and poor succession planning, because it's just still the case. Yeah, she was. She was on the board of the time of chapek and she's on the board now but she was on the Nom gov at, you know, when Jacob was was selected. So Susan Arnold was a chair Namco when they chose Jacob but she's on the she's was on the committee. So they use these four things to say well, pelts wanted to get rid of Legos and replace it with his people himself. And Lucille ISS said, we agree that Else should be on the board and log a messenger. Should be a withhold. That was their recommendation. And again, like from what we know of is, the only reason why they were doing this in the first place is because there was an inordinate amount of tension. Yeah, attention on Disney itself. This was two activists. This is this, and this was, they had to say something. They had. They had to pretend like that. There were, they were taking Disney seriously. So when activists are involved ISS has a group called, the special situations group that actually does analysis. This is not like iss's like like John and sector 7g doing a report on Disney. This is their special situations group, they had three people and analysts on this. I mean, we did the analysis and we're like two idiots and we could we did a better longer analysis on it, then they did. But this is their special situations group. It's all they do. All right, fast. Now today now it's 2025. Yeah. Disney's proxies coming up, we have it's it's this, it's next week, I think I think it's yeah, there it is. Their AGM is coming up fast or and this year I confirm this with people who have ISS, who subscribed to ISS, they pulled the report. They looked at it, they did not send it to me because it's not legal, but they looked at it and they confirmed all of this there are reports on this. Here's the headline proxy. Advisor ISS supports Disney board one year after the fight. Yeah well it's funny. You said that because I was thinking about one of the reasons why they wanted to vote her out was egregious pay. Yeah. And I'm looking at their pay ratio for Blah by her 746 to 1. He got a 30% higher 461, they Disney underperformed. The S&P 500, since pelts took his stake and in October of 23, they have continued to underperform the S&P in that time. Tiger got a 30% pay increase. There is no succession plan that is actually articulated, they are actually relying on James Gorman, who joined the board who successfully Morgan Stanley. He was a CEO of Morgan Stanley. He had a successful succession plan which actually implies that he chose his successor, not the board, right? It's not how it's supposed to which is not supposed to work and log of Messina still on the board. Still longest tenure, did she still underperforms? And that's how Bob auger keeps screwing up because he's picking his own successors. Yeah, SS. Yeah. How could this possibly be a different analysis? Maybe she's eating better like more. Yeah, but this is literally the exact same situation. If an accident, no one's paying attention, except for us. That's why you're fucking assholes because every investor is going to vote like last year log of C, know, got more than 50% of the bus. Was in the 60 or 70% range? 70%, I think is what she got. And this year she's probably going to get 90. Of course, of course because no one remembers the fact that what was said, then you could reject pelts, but he's not wrong. That this board is not good. Yeah. And while good and and I don't think that everything we talk about is just merely about stock price. I, I that's a very short term risk of you, but I will say meanwhile, since a year ago, the stock is down 12%. So it's not like everything's turned around. Correct. I did, I redid peltz's analysis on the TSR of each directors tenure, and every single one of them has gotten worse, it's worse than it was. You missing the bigger point is that no one's paying attention. So ISS can go back and they can put the car in neutral. They can let it go through the car wash and they can like, do a jump like a jumbo word search or something like, This is they don't have they don't have to work. No one's watching to investors. You clear? This is clear evidence that unless there's like an activist involved and there's a headline or some actual pressure. Do their job ISS is not doing anything. They are voting. They don't even, they're not inconsistent year over year. They don't even like vote against nominating committees when they don't like pay like nothing is consistent here. If they are recommending to you that you vote for the Disney board, they are ignoring their own analysis from last year, their own reasoning and every single thing in that reasoning applies today, which means why are you paying hundreds of thousands of dollars a year to ISS to give you the same? And I wonder, yeah. Like they're giving you their vote for, unless someone's paying attention, they're literally counting on you not paying attention, which is this your fucking ass holes. Are, you are insurance contract for the entire Capital markets. So that no one has to pay attention, and frankly, now, you're a bad insurance contract voting, for this board is probably politically the wrong thing to do in this country when the Trump Administration calls them woke and wants to hate on them, right? And it's also the wrong thing to do. When you look at the fundamentals and the data get Issa is saying vote for because it's just Expedia no one cares. No one's paying attention. Not only is she an easy target because she's the longest tenure been there for a decade. She's also 75 years old which you know it's not a reason to get rid of her but that's a lot of decisions are made that way. She's also according to our data she's a she only 386 overall my point is is that and have you seen the 2025 report from my SS? I haven't seen, I haven't seen it, but all four and less. They make a case that unless they specifically tell you all the reasons how she has improved since last year, then they have, there is absolutely no justification that to support her. None. That case they have to go Point by Point saying how she has turned all that around, that case will could not possibly include the reasons. They said to vote her out, it would have to prove it entirely on something else because all the reasons why they want to vote her out are still there and arguably are more egregious. All right, let's let's all right. Close your options. Yeah. CEO. Pay a fans and isfj. Huh. God, I'm I have I'm tempted to go CEO pay, but we're gonna be seeing this all year. Process is just starting sycophants. I mean, Yeah, but this is been going on for since what since like Last Summer, the great kiss up of trump and musk. Look I love picking ISS for yeah I mostly I'm just insult, I feel insulted. I mean the amount of time and energy that we put not only into these shows into the analysis of each show but also into the platform, the database, the data just in articulating, what the data means everything. Like I I Just feel sad for ISS that just sucks. I don't feel sad. It sucks that they that they, that they a can get away with this. They want to get away with this that I just dumb. You just if the category was renamed, like dumbest of the week, but I'm gonna still open my assets. Just You just disappointing. It's just pointing just buy free float data and then you could be easier for you. Who was gonna be angry at you? Anyway, if you just stick to your guns and say, hey, look all the amazing. Brilliant ideas we articulate. Last year are still true or out. Again, you would have saved yourself a bunch of effort anyway, but what do you do? What do you, what, what's the point? What's it from? The same report? You didn't even have to write it out of here. All right. Let's see. Headlines, winners predictions. I have two good ones. I only have one and it's not great. A New York City weed shop. I just love weed shop owner. I didn't even know that it is a weed, is it? It's legal in New York City. Now, I guess, right? Yes, they are. Yeah, yeah. New York City weed shop owner says, she may Park her Tesla outside and give out. I missed the end of this and give out sledgehammers to destroy it. That's correct. Let's see that. I want to that. I like great idea my second your car but great. My second one is a Facebook employees would lose board games against Zuckerberg on purpose, former executive claims. So if I don't know if any of your falling but there's a big anti-media anti Zach book, that's oh, it's currently being sold now but Facebook and meta has done everything. They can to sue to get this off the shelves. And I think they've won, they won one prelim. She said she can't Market it anymore because But this is that, but this is great marketing. The lawsuit against the book is all the marketing you need. I'm ever bought this book, okay? I literally have it. I don't buy anything on Amazon and I have it in my like cart as I want to hear what you say. But I love that headline. But you have another Tesla one. Speaking of destroying Tesla's outside weed shops what's yours? Yes. So mine is Trump says he will label vandalism against Tesla dealerships as domestic terrorism. I don't even know what that means. but again, this the weed shop owner, she's orange. She's giving you the sled camera. So you that's not you can't arrest anyone now she's then she's a domestic terrorist. No, I actually property. It's her property. This, this I'll do my winner of the week because it dovetails, right into my winner of the week because the winner of the week, clearly must be terrorists. Imagine if you plan was to like bomb the Federal Reserve building and you got lumped in with a guy from Brooklyn with a handlebar mustache, who spray painted the word jerk on a Tesla, doesn't that water down terrorism? Like what a great if you're a terrorist a great day to be a terrorist? You like you're lumped in with people who like don't like Elon musk's cars. My winner of the week are are New York City, weed, shop owners who own sledgehammers. I mean I lived in New York for a decade. Matt. I don't, I don't remember many people owning sled cameras. I'm just impressed that people in the in the city owns. Where do you get a sledgehammer? I don't know. But like, um, I like that she pluralized Sledgehammer, right? Like like it wasn't that she owns one like hammers, it's like hammers. Yeah. To destroy her car predictions. I have a prediction after the EPA changes its Mission effectively like like so just to be clear. What the EPA said it was going to do, is it it's going to make it. It's new job is to make energy cheaper and buying cars. Cheaper among the things that it wants to do. So after they change their entire Mission from protecting the environment, the Environmental Protection Agency no longer wants to protect the environment. They're going to sell cheaper cars and get people jobs, mostly bad jobs, but jobs, I think this is like an opening for everybody to change their mission. The Department of Health should change its mission to selling Big Macs entirely, which is RFK Jr. Will not do but I think you should consider it and I think comp committees at public companies should start deciding whether like the janitor named Eric is overusing their bathroom time. I think they should just everybody should just basically if you're a committee or an agency. You're committee should read. You're going to rename your committee or agency to do whatever. You're going to remission it to do whatever you want. Yeah. My permission is a ml Altman is going to demand the all the CEOs of all retail companies like you know, like CVS. Target that get that they gonna demand, they all give them free Kit. Kats for life or China will win. Actually happen. That's a good one. That might happen. That's it. That is business pants Friday show. That is hazelnut Rallis. I'm your soul. I'm scaredy. We are free float. Come back next week. To or three or five or ten shows. How many shows do we do a week? We do too many. We do a lot. Yeah, it's too many. Yeah, but there's unlike is yes, we put some effort into it. So look, if you're looking at Disney and you're like, what should I do for a vote? You can get free information. Maybe that's why I says, doesn't do anything because they don't actually use our data. I mean, we have access to Great data here which is why we are constantly articulating a point of view. Yeah, but you know what, if you're listening to the show, you do have access to Great data for you signing up. And if you want more of that data like you know deeper good like you should there's a lot more data, knowledge Maps connection Maps like like multiple performance. You want all that kind of stuff. You can just contact fruitful analytics and they will get it anymore. Get it done until next week. Good. Bye.